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Approved July 28, 2008
S1 Corporation
Audit Committee Charter
Subject to annual appointment by the Board of Directors, the Audit Committee shall have
the responsibility, authority and specific duties described below.
I.
Purpose
The primary function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing the financial reports and other financial
information provided by the Company to the SEC, the federal banking regulatory agencies, or
the public, the Company’s systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established, and the Company’s
accounting and financial reporting processes generally.
The Committee also has oversight of the Company’s corporate finance function,
including but not limited to tax programs, risk management, capital structure, equity offerings,
debt financings, derivatives, capital investment, cash management, banking
relationships and
activities, short and long-term investments, foreign currency exchange management, share
repurchase programs, and operating and capital expenditure budgets.
The Audit Committee is the Board’s principal agent in assuring the independence of the
Company’s independent accountants, the integrity of management and the adequacy of
disclosures to stockholders.
Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the Company’s policies,
procedures and practices at all levels.
The Audit Committee’s primary duties and responsibilities
are to:
Serve as an independent and objective party to monitor the Company’s financial
reporting process and internal control systems.
Provide an open avenue of communication among the independent accountants, financial
and senior management and the Board of Directors.
II.
Composition
The Audit Committee shall be comprised of three or more directors as determined by the
Board, each of whom shall be independent directors within the meaning of Rule 4200(a)(15) of
the Nasdaq Stock Market, Inc., as may be modified or supplemented, free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or her independent
judgment as a member of the Committee.
One of the members shall be appointed Committee
Chairman by the other members of the Committee.
Members of the Audit Committee shall be
considered independent if they have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company.
Examples of relationships
which would not be considered independent include:
Approved July 28, 2008
A director being employed by the Company or any of its affiliates for the current year or any
of the past three years.
A director accepting any compensation from the Company or any of its affiliates in excess of
$60,000 during the previous fiscal year, other than compensation for Board service, benefits
under a tax-qualified retirement plan, or non-discretionary compensation; provided, however,
that the Committee shall approve in advance any compensation to be paid to Committee
members (other than the foregoing exceptions) irrespective of whether such payments would
exceed the $60,000 threshold.
A director being a member of the immediate family of an individual who is, or has been in
any of the past three years, employed by the Company or any of its affiliates as an executive
officer.
A director being a partner in, a controlling shareholder or an executive officer of, any for-
profit business organization to which the Company made, or from which the Company
received, payments (other than those arising solely from investments in the Company's
securities) in any of the past three years that exceed the greater of 5% of the receiving
organization’s consolidated gross revenues for that year or $200,000.
A director being employed as an executive officer of another entity where any of the
Company’s executives serve on that entity’s compensation committee.
All members of the Audit Committee shall be able to read and understand fundamental
financial statements, including a company’s balance sheet, income statement, and cash flow
statement. Additionally, at least one member of the Audit Committee must have past
employment experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which results in the individual’s
financial sophistication, including being or having been a chief executive officer, a chief
financial officer or other senior officer with financial oversight responsibility.
Committee
members may enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Company or an outside consultant.
III.
Authority
The Audit Committee is granted the authority to investigate any matter or activity
involving financial accounting, reporting and controls of the Company, and all employees shall
be directed to cooperate with respect thereto as requested by members of the Committee.
The
Committee is empowered to retain persons having special competence as necessary to assist the
Committee in fulfilling its responsibilities.
The Audit Committee shall receive appropriate funding, as determined by the
Committee, in its capacity as a committee of the board of directors, for payment of:
Approved July 28, 2008
i.
Compensation to any registered public accounting firm engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or attest
services for the listed issuer;
ii.
Compensation to any advisers employed by the audit committee.
iii.
Ordinary administrative expenses of the audit committee which are necessary or
appropriate in carrying out its duties.
IV.
Meetings
The Audit Committee shall meet at least four times annually, or more frequently as
circumstances dictate.
Members of the Audit Committee will strive to be present at all meetings.
As part of its job to foster open communication, the Committee should meet at least annually
with management and the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be discussed privately.
In
addition, the Committee or at least the Chairman should meet with the independent accountants
and management quarterly to review the Company’s financials.
V.
Responsibilities and Duties
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1.
Review and reassess the adequacy of this Charter periodically, at least annually, as
conditions dictate.
2.
Review and discuss the Company’s annual audited financial statements with
management.
Review any reports or other financial information submitted to the SEC,
the federal banking regulatory agencies,, or the public, including any certification, report,
opinion, or review rendered by the independent accountants.
This review should include
significant transactions that are not a normal part of the Company’s operations, changes,
if any, in the Company’s accounting principles or their application and significant
adjustments proposed by the independent accountants.
3.
Review with financial management and the independent accountants the 10-K and 10-Q
prior to their filing or prior to the release of earnings.
The Chair of the Committee may
represent the entire Committee for purposes of this review.
4.
On the basis of the review and discussions referred to in the first sentence of Item 2
above and the second and third sentences of Item 8 below, make a recommendation to the
Board as to whether the audited financial statements should be included in the Company's
Approved July 28, 2008
Annual Report on Form 10-K for the last fiscal year for filing with the Securities and
Exchange Commission.
5.
Approve a report to be included in the Company's proxy statement for its annual meeting
of stockholders that describes the Audit Committee's composition and responsibilities,
the independence of the members of the Committee and other matters required to be
addressed by applicable regulations
6.
Ensure receipt from the outside auditors of a formal written statement delineating all
relationships between the auditor and the Company, consistent with Independence
Standards Board Standard 1, and the Committee's responsibility for actively engaging in
a dialogue with the auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the auditor and for taking, or
recommending that the full board take, appropriate action to oversee the independence of
the outside auditor.
7.
Oversee the accounting and financial reporting processes of the issuer and the audits of
the financial statements of the issuer.
8.
Review with the Board and Company management any and all strategies, plans, policies
and actions relating to corporate finance, including:
a.
Capital structure plans and strategies and specific debt financing or equity
offerings;
b.
Capital investment plans and strategies and specific capital projects;
c.
Strategic and financial investment plans and strategies and specific investments;
d.
The capital structure of, or relating to, any M&A activity;
e.
Cash management plans, strategies and activities relating to cash accounts and
cash investments portfolio, including the establishment and maintenance of
banking, investment and brokerage accounts; and
f.
Foreign currency exchange plans, strategies and activities.
9.
Review and approve the Company’s investment policy and review periodically the
Company’s equity investments and fixed income assets.
10.
Exercise all authority necessary to authorize the issuance of debt securities of the
Company.
11.
Review periodically the Company’s risk management programs and related insurance
policies.
12.
Review the Company’s tax program, including transfer pricing arrangements.
13.
Review and recommend to the Board the annual operating and capital expenditure
budgets.
Approved July 28, 2008
14.
Review and recommend to the Board the acquisition, disposition and leasing of real
property and review the Company’s real property holdings and any financing thereof.
15.
Oversee the Company’s signature and payment authority and approval policies.
16.
Oversee the Company’s Treasury function with respect to the Company’s existing
investments.
Independent Accountants
1.
The Committee, in its capacity as a committee of the board of directors, must be directly
responsible for the appointment, compensation, retention and oversight of the work of
any registered public accounting firm engaged (including resolution of disagreements
between management and the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review or attest services
for the listed issuer, and each such registered public accounting firm must report directly
to the audit committee.
2.
On an annual basis, in order to determine the accountants' independence, review and
discuss with the independent accountants the independent accountants' independence and
the matters required to be discussed by Statement of Accounting Standards 61,
Independence Discussions with Audit Committees,
as may be modified or supplemented.
Receive the formal written disclosures and the letter from the independent accountants
delineating all relationships between the independent accountants and the Company
required by Independence Standards Board Standard No. 1,
Communication With Audit
Committees,
as may be modified or supplemented.
Actively engage in a dialogue with
the independent accountants with respect to any disclosed relationships or services that
may impact the objectivity and independence of the accountants and take, or recommend
that the full Board take, appropriate action to oversee the independence of the
independent accountants.
3.
Hold the outside accountants' ultimately accountable to the Board and Audit Committee,
as representatives of the Company's stockholders. The Committee shall have ultimate
authority and responsibility to select, evaluate, and where appropriate, replace the
independent accountants.
4.
Periodically consult with the independent accountants out of the presence of management
about internal controls and the fullness and accuracy of the Company’s financial
statements.
5.
Review the scope and general extent of the independent accountants’ audit examination.
The review should entail an understanding of the factors considered by the accountants in
determining the audit scope including risk characteristics of the Company and external
reporting requirements.
Approved July 28, 2008
Financial Reporting Processes
1.
In consultation with the independent accountants and the internal auditors, review the
integrity of the Company’s financial reporting processes, both internal and external.
2.
Consider the independent accountants’ judgments about the quality and appropriateness
of the Company’s accounting principles as applied to its financial reporting.
3.
Consider and approve, if appropriate, major changes to the Company’s auditing and
accounting principles and practices as suggested by the independent accountants or
management.
Process Improvement
1.
Establish regular and separate systems of reporting to the Audit Committee by each of
management, the independent accountants and the internal auditors regarding any
significant judgments made in management’s preparation of the financial statements and
the view of each as to appropriateness of such judgments.
2.
Following completion of the annual audit, review separately with each of management,
the independent accountants and the internal auditing department any significant
difficulties encountered during the course of the audit, including any restrictions on the
scope of work or access to required information.
3.
Review any significant disagreements between management and the independent
accountants or the internal auditing department in connection with the preparation of the
financial statements.
4.
Review with the independent accountants, the internal auditing department and
management the extent to which changes or improvements in financial or accounting
practices, as approved by the Audit Committee, have been implemented.
(This review
should be conducted at an appropriate time subsequent to implementation of changes or
improvements, as decided by the Committee.)
Internal Audit and Risk Management
1. Consult with the Company’s General Counsel, Internal Audit Director and Risk
Management Director concerning legal and regulatory matters that may have a significant
impact on the Company’s financial statements, compliance policies or programs.
2. Have such meetings with management as the Audit Committee deems appropriate to
discuss significant risk exposures facing the Company and to discuss the steps that
management has taken to monitor and control such exposures, including the Company’s
guidelines and policies governing risk assessment and risk management.
Approved July 28, 2008
3. Oversee the Company’s performance of commitments made by management in the
course of regulatory examinations, make recommendations and monitor the Company’s
compliance with the Audit Committee’s recommendations.
Ethical and Legal Compliance
1.
Establish, review and update periodically, a Code of Ethical Conduct and ensure that
management has established a system to enforce this Code.
2.
Review management’s monitoring of the Company’s compliance with the Company’s
Code of Ethical Conduct, and ensure that management has the proper review system in
place to ensure that the Company’s financial statements, reports and other financial
information disseminated to governmental organizations and the public satisfy applicable
legal requirements.
3.
Review the activities, organizational structure, and qualifications of the internal audit
department.
4.
Review, with the Company’s counsel, legal compliance matters including corporate
securities trading policies.
5.
Review, with the Company’s counsel, any legal matter that could have a significant
impact on the Company’s financial statements.
6.
Establish procedures for:
a)
the receipt, retention, and treatment of complaints
received by the listed issuer regarding accounting, internal accounting controls, or
auditing matters; and
b) the confidential, anonymous submission by employees of
the listed issuer of concerns regarding questionable accounting or auditing matters.
7.
Perform any other activities consistent with this Charter, the Company’s Bylaws and
governing law, as the Audit Committee or the Board deems necessary or appropriate.
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